(b) REPORTS: If any report, return, certification, statement or
 other document (a "Tax Document") is required to be filed by
 any Tax Indemnitee with respect to any Tax for which Lessee is
 required to indemnify such Tax Indemnitee pursuant to this
 Clause 5 (an "Indemnified Tax"), Lessee shall promptly notify
 such Tax Indemnitee of such requirement and:

 (i) if permitted by applicable law, prepare and file such
 Tax Document in a timely and proper manner (except for
 any such Tax Document which such Tax Indemnitee notifies
 Lessee that such Tax Indemnitee intends to prepare and
 file) and deliver a copy of such Tax Document to such
 Tax Indemnitee, provided that such Tax Indemnitee
 delivers to Lessee, at Lessee's timely written request
 and expense, such information within such Tax
 Indemnitee's reasonable control as Lessee may reasonably
 request and as may be reasonably necessary for Lessee to
 prepare such Tax Document; or

 (ii) if Lessee is not permitted by applicable law to file
 such Tax Document, Lessee shall prepare and deliver to
 such Tax Indemnitee a proposed form of such Tax Document
 within a reasonable time prior to the time such Tax
 Document is required to be filed;